UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 2002
                                                 ------------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ____________  to_____________

                        Commission file number 0 - 24012


                           ISLAND CRITICAL CARE CORP.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                      65-0967706
  ---------------------------------                     ------------------
  (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                     Identification No.)


            31 Walmer Rd., Unit 6, Toronto, Ontario, M5R 2W7, Canada
            --------------------------------------------------------
               (Address of principal executive offices - Zip code)

                                (416) 928 - 3095
                                ----------------
              (Registrant's telephone number, including area code)



<PAGE>


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

     Yes        No   X
         -----     -----

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

     Yes   X    No
         -----     -----

     As of September 30, 2002, the Registrant had approximately 32,900,812
shares of Common Stock, $.001 par value per share outstanding.


                                      -2-
<PAGE>


                           ISLAND CRITICAL CARE CORP.
                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION ............................................... 4

ITEM 1.  FINANCIAL STATEMENTS

   Condensed Consolidated Balance Sheets as of September 30, 2002
   (unaudited) and March 31, 2002 ............................................ 5

   Condensed Consolidated Statements of Operations (unaudited) for the
   three months and six months ended September 30, 2002 and 2001 ............. 6

   Condensed Consolidated Statements of Cash Flows (unaudited) for the
   six months ended September 30, 2002 and 2001 .............................. 7

   Notes to Condensed Consolidated Financial Statements ...................... 8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
          PLAN OF OPERATION .................................................. 8

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISKS ................................................ 10

ITEM 4.  CONTROLS AND PROCEDURES ............................................ 10

PART II. OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS .................................................. 10

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS .......................... 10

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES .................................... 10

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ................................... 10


                                      -3-
<PAGE>


                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

On February 5, 2003, Island Critical Care Corp. (the "Company" or the
"Registrant") filed a Petition for Relief under CCAA of the Canadian. Bankruptcy
Code in the Canadian Bankruptcy Court in and for the District of Prince Edward
Island, Division No. 01-Prince Edward Island Court No. 1713, Estate No.
51-104460, titled "Island Critical Care Corp." ("the Bankruptcy Action"). See
Form 8-K filed by the Company on February 7, 2003 for additional information.

The Company's fiscal year-end is March 31 and the Company filed a Form 10-K for
the fiscal year-end September 30, 2001.

As a result of the Bankruptcy Action, the Registrant was unable to file
quarterly reports for the year end March 31, 2002 and for the year end including
the quarters March 31, 2003 and March 31, 2004 with the Securities and Exchange
Commission on a timely basis as required under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

On April 7, 2004, after notice to all creditors and a formal hearing, Canadian
Bankruptcy Judge Charles P. Thomson issued an "Order Approving Proposal" in the
Bankruptcy Action (hereinafter "Bankruptcy Order"). In conjunction with that
Bankruptcy Order, the Company's liabilities, among other things, were paid off
and extinguished.

The Company emerged from CCAA on April 7, 2004. The Bankruptcy Order, among
other things, implements a change of control whereby a new investor, took
control of the Company.

The Company is filing this Form 10-Q for the quarter ended Sept 30, 2002 in
order to become current in its filing obligations under the Exchange Act. THE
FINANCIAL STATEMENTS IN THIS FILING ARE FOR THE PREDECESSOR COMPANY. READERS ARE
CAUTIONED THAT THE PREDECESSOR COMPANY IS NO LONGER IN OPERATION AND THE
INFORMATION PRESENTED IN THESE FINANCIAL STATEMENTS DOES NOT REFLECT THE CURRENT
BUSINESS OF THE COMPANY. SEE "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS" BELOW
FOR ADDITIONAL DETAILS.


                                      -4-
<PAGE>


Island Critical Care Corp
(Development Stage Company)
Balance Sheets

                                                         Sep-30         Sep-30
                                                           2002           2001
--------------------------------------------------------------------------------
Assets
Current
Cash                                                 $       473    $      --
Accounts receivable                                  $     4,429    $    24,091
Inventories                                               27,419         28,994
Prepaid expenses and other assets                         13,348         18,726
--------------------------------------------------------------------------------
   Total current assets                                   45,669         71,811
--------------------------------------------------------------------------------
Property, plant and equipment, at cost, net of
   accumulated depreciation and amortization             150,140        166,076
License Fee -net of accumulated ammortization             13,709         15,214
--------------------------------------------------------------------------------
   Total assets                                      $   209,518    $   253,101
--------------------------------------------------------------------------------

Liabilities and Stockholders' (Deficit) Equity
Current
Accounts payable                                     $ 2,268,296    $ 2,035,101
--------------------------------------------------------------------------------
   Total liabilities                                   2,268,296      2,035,101
--------------------------------------------------------------------------------

Stockholders' (Deficit) Equity
Common stock, $.001 par value, authorized
   50,000,000 shares, issued and outstanding
   23,625,812 and 32,900,812 shares                       32,356         24,526
Capital in excess of par value                         1,781,820      1,474,720
Accumulated deficit                                   (3,907,488)    (3,339,435)
Accumulated comprehensive income (loss)                   34,534         58,189
--------------------------------------------------------------------------------
   Total stockholders' deficit                        (2,058,778)    (1,782,000)
--------------------------------------------------------------------------------
   Total liabilities and stockholders' deficit       $   209,518    $   253,101
--------------------------------------------------------------------------------


                                      -5-
<PAGE>

<TABLE>
<CAPTION>
Island Critical Care Corp
(Development Stage Company)
Statements of Operations

                                           Predecessor      Predecessor    Predecessor     Predecessor
                                               Company          Company        Company         Company
                                          Three months     Three months     Six months      Six months
                                                 ended            ended          ended           ended
                                                Sep-30           Sep-30         Sep-30          Sep-30
                                                  2002             2001           2002            2001
------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>             <C>
REVENUE                                   $      2,398    $     32,117    $     28,729    $     48,282
   Cost of sales                                 2,916          15,816          20,967          29,198
------------------------------------------------------------------------------------------------------
Gross profit                                      (518)         16,301           7,762          19,084
------------------------------------------------------------------------------------------------------

Administrative                                 163,392         196,189         539,272         369,017
Depreciation                                     9,667           8,485          19,579          14,136
------------------------------------------------------------------------------------------------------
                                               173,059         204,674         558,851         383,153
------------------------------------------------------------------------------------------------------

------------------------------------
Income (loss) from operations before
other income and expenses                     (173,577)       (188,373)       (551,089)       (364,069)
------------------------------------

Other Income and Expenses
Government Grants                                  903            --            15,162          14,525
Interest income                                    --             --              --              --
Loss from valuation adjustment                     --             --              --              --
Interest expense                                (4,176)        (19,749)        (32,126)        (46,829)
------------------------------------------------------------------------------------------------------
Income (loss) from operations                 (176,850)       (208,122)       (568,053)       (396,373)
------------------------------------------------------------------------------------------------------

Other Comprehensive Income
Foreign currency translation adjustment         (5,196)         20,923         (23,655)          8,188
------------------------------------------------------------------------------------------------------
Net Comphrehensive income                     (182,046)       (187,199)       (591,708)       (388,185)
======================================================================================================

Net income (loss) per share - basic       $       0.01    $       0.01    $       0.01    $       0.02
------------------------------------------------------------------------------------------------------

Basic weighted average number of shares
   of common stock outstanding              32,355,812      18,117,667      32,355,812      18,117,667
------------------------------------------------------------------------------------------------------
</TABLE>


                                      -6-
<PAGE>


Island Critical Care Corp
(Development Stage Company)
Statements of Cash Flows
                                                        Predecessor  Predecessor
                                                            Company      Company
                                                         Six months   Six months
                                                              ended        ended
                                                             Sep-30       Sep-30
                                                               2002         2001
--------------------------------------------------------------------------------
 Cash flows from operating activities
 Net (loss) income                                         (568,053)   (396,373)
 Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities:
    Depreciation and amortization                            19,579      14,136
 Issuance of common stock for services                      314,930      11,500
 Contribution to capital - expenses
 Changes in assets and liabilities:
    Changes in accounts receivable                           19,913     (51,255)
    Inventories                                               1,875     (51,025)
    Prepaid expenses and other current assets                 5,573      17,327
    Accounts payable                                        171,919     254,207
-------------------------------------------------------------------------------
 Net Change in Cash from Operations                         (34,264)   (201,483)
-------------------------------------------------------------------------------

 Cash flows from investing activities
 Purchase of equipment                                       64,156     241,081

 Cash Flows From Financing Activities
   Proceeds from increase of debt                               --      (69,921)

 Exchange Rate Adjustment                                   (29,059)      2,800

 Net Change in Cash                                             833     (27,523)
 Cash at beginning of period                                    --       27,523
-------------------------------------------------------------------------------
 Cash at end of period                                          833         --
-------------------------------------------------------------------------------


                                      -7-
<PAGE>


ISLAND CRITICAL CARE CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   BUSINESS

Island Critical Care Corp. (the "Company") is a company that intends to look for
projects.

Prior to April 7, 2004, the Predecessor Company, known as Island Critical Care
Corp, was engaged primarily in the manufacture and distribution of a medical
device called a VitalSat Pulse Oximeter.

2.   REORGANIZATION

On February 5, 2003, Island Critical Care Corp. (the "Company" or the
"Registrant") filed a Petition for Relief under CCAA of the Canadian. Bankruptcy
Code in the Canadian Bankruptcy Court in and for the District of Prince Edward
Island, Division No. 01-Prince Edward Island Court No. 1713, Estate No.
51-104460, titled "Island Critical Care Corp." ("the Bankruptcy Action"). See
Form 8-K filed by the Company on February 7, 2003 for additional information.

On April 7, 2004, after notice to all creditors and a formal hearing, Canadian
Bankruptcy Judge Charles P. Thomson issued an "Order Approving Proposal" in the
Bankruptcy Action (hereinafter "Bankruptcy Order"). In conjunction with that
Bankruptcy Order, the Company's liabilities, among other things, were paid off
and extinguished.

The Company emerged from CCAA on April 7, 2004. The Bankruptcy Order, among
other things, implements a change of control whereby a group of new investor,
took control of the Company.

The Bankruptcy Order, among other things, implements a change of control whereby
Marc Juliar ("Juliar"), took control of the Company. The principal provisions of
the Plan, which are authorized and implemented by the Bankruptcy Order, are the
following, which is not an exhaustive list thereof:

a)   the termination of present management and the present Board of Directors
     and appointment of Mr. Marc Juliar in their place and stead;

b)   issuing 15,000,000 shares of the companies common stock to Mr. Juliar for
     $25,000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

All statements contained herein that are not historical facts, including, but
not limited to, statements regarding the Company's current business strategy,
the Company's projected sources and uses of cash, and the Company's plans for
future development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: the
availability of sufficient capital to finance the Company's business plans on


                                      -8-
<PAGE>


terms satisfactory to the Company; competitive factors; changes in labor,
equipment and capital costs; changes in regulations affecting the Company's
business; future acquisitions or strategic partnerships; general business and
economic conditions; and factors described from time to time in the reports
filed by the Company with the Securities and Exchange Commission. The Company
cautions readers not to place undue reliance on any such forward-looking
statements, which statements are made pursuant to the Private Litigation Reform
Act of 1995 and, as a result, are pertinent only as of the date made.

PLAN OF OPERATION

The Company is no longer operating as Island Critical Care Corp., the
Predecessor Company, and has emerged from CCAA protection as a development stage
company with no assets and liabilities. Accordingly, the Company has prepared
this Plan of Operations to discuss its current plans. The past results of the
Predecessor Company are no longer relevant to the operations of the Company.

As a result of the Bankruptcy Order and the implementation of the Order
Approving the Proposal, we are currently headquartered in Toronto, Canada at the
address set forth above. We intend to look for oil and gas opportunities.

OFFICES

Administrative operations are conducted from the offices used by Mr. in Toronto,
Canada. We expect to operate for as long as possible from these offices to
minimize operating expenses. We do not currently pay rent for these offices and
do not anticipate paying rent any such offices in the near future. Our
operations do not currently require office or laboratory space to meet our
objectives, and therefore administration from these offices is sufficient. At
some point in the future, as may be necessary to implement and carry our plans
to engage in the oil and gas business, we may require additional office space
requiring rental expense, but we do not anticipate any such need during the next
six to nine months. We will however, incur common office operating expenses such
as telephone, office supplies, postage, etc.

RAISING CAPITAL

The Company currently lacks the capital resources to implement and carry out its
business plan as described herein. Operations to date have involved
identification of properties and leases we wish to investigate for oil and gas
potential. We believe we have sufficient capital resources funded through
current shareholders to perform initial investigations in this regard. At some
point in the future we expect to raise additional capital, either through debt,
equity or any combination thereof. In the event that additional capital is
raised at some time in the future, existing shareholders will experience
dilution of their interest in the Company.


                                      -9-
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

None.

ITEM 4. CONTROLS AND PROCEDURES:


Mr. Marc Juliar, the Company's current President, CEO and CFO has concluded,
based on his evaluation as of a date within 90 days prior to the filing of this
report, that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the reports
filed or submitted by it under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported as specified in the Securities
and Exchange Commission's rules and forms, and include controls and procedures
designed to ensure that information required to be disclosed by the Company in
such reports is accumulated and communicated to the Company's management, as
appropriate, to allow timely decisions regarding required disclosure.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Item 1 of Part I hereof titled "Financial Information" and Item 2 of Part 1
hereof titled "Management's Discussion and Analysis or Plan of Operation" for a
detailed discussion of the Company's Bankruptcy Action.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Pursuant to the Bankruptcy Order, the Company completed issued 15,000,000 shares
to March Juliar on April 7, 2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

See Item 1 of Part I hereof titled "Financial Information" and Item 2 of Part 1
hereof titled "Management's Discussion and Analysis or Plan of Operation" for a
detailed discussion of the Company's Bankruptcy Action.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

     31.1 - Certification of President Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002


                                      -10-
<PAGE>


     31.2 - Certification of Chief Financial Officer to Section 302 of the
            Sarbanes-Oxley Act of 2002

     32.1 - Certification of President and Chief Financial Officer Pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002

REPORTS ON FORM 8-K

None

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     ISLAND CRITICAL CARE CORP.
                                     (Registrant)


Dated: August 10, 2004    By: /s/  Marc Juliar
                              -------------------
                              Marc Juliar
                              President, CFO and Sole Director


                                      -11-